Review Material Contracts Coc

---
name: review-material-contracts-coc
task_id: corporate-ma/review-material-contracts-coc
description: Guides completion of a contract review checklist and risk assessment memo for a proposed acquisition, using the governing transaction documents and the actual contracts to identify scope, change-of-control and assignment issues, and discrepancies against any summary materials.
activates_for: [planner, solver, checker]
---

# Skill: Material Contracts Change-of-Control Review

## 1. Subject-matter triage

- Start from the transaction documents that define the review universe, then reconcile that universe against the contract summaries and the actual contract set.
- Separate scope questions from clause questions: first decide whether the contract is in-scope, then analyze change-of-control, assignment, consent, termination, and related transfer restrictions.
- Treat the proposed acquisition structure as the operative fact pattern; the same contract may respond differently to a stock purchase, merger, asset deal, or internal reorganization.
- If the source set includes multiple candidate contracts or counterparties, enumerate them before analysis and run the review contract-by-contract rather than by category only.
- If only one contract is actually in scope, say so expressly and explain why.

## 2. Failure modes the skill is correcting

- The checklist is completed from summaries instead of the actual contracts, so operative language and carve-outs are missed.
- The governing material-contract definition is not used as the first filter, so the review set is mis-scoped.
- Change-of-control language is spotted without testing it against the specific acquisition structure that is proposed.
- Assignment and consent language is treated as interchangeable with change-of-control language, even though the trigger, remedy, and approval standard may differ.
- Discrepancies are recorded mechanically without saying whether they matter for disclosure accuracy, transaction risk, or contract administration.
- Issues are described without linking them to the governing clause, the matching provision elsewhere in the source set, and the practical consequence for the deal.
- Recommendations are left implicit instead of being tied to a responsible role and timing relative to signing, closing, or schedule finalization.

## 3. Legal frameworks / domain conventions that apply

- Use the transaction-document definition of “material contracts” as the threshold rule for inclusion and scheduling.
- Read each contract for the full transfer-control package: change-of-control, anti-assignment, consent rights, notice obligations, termination rights, and any deemed-assignment mechanics.
- Analyze trigger language by structure, not by label: merger, asset transfer, equity change, voting-power shift, or indirect control change may each matter differently.
- Where the contract is an employment agreement, assess severance, acceleration, and good-reason concepts together with any control-triggered payment rights.
- Where the contract is a lease or other real-estate instrument, focus on consent standards, transfer restrictions, and deemed assignment rules.
- Where exclusivity, non-compete, volume commitment, minimum purchase, indemnity, liability cap, IP ownership, license scope, governing law, or dispute resolution terms appear, capture them in the checklist even if they are not deal-breakers.
- Any legal conclusion should be tied to the controlling contractual text and, where relevant, the governing law or clause cited in the source documents.

## 4. Analytical scaffolds

- Step 1: Read the material-contract definition and the checklist template together; use them to define the review universe.
- Step 2: Reconcile the summary spreadsheet against the actual contracts; identify the contracts that are missing, extra, renamed, duplicated, or otherwise inconsistent.
- Step 3: For each in-scope contract, extract the core metadata: parties, contract type, term, expiration, renewal, notice mechanics, and amendment history if provided.
- Step 4: For each contract, identify all transfer-related provisions and analyze whether the proposed acquisition structure triggers them.
- Step 5: For each identified issue, close the analysis with three moves:
  - state the scale or trigger condition using the contract’s own threshold, term, or consent standard;
  - cross-reference the other contract clause, schedule, or transaction document that interacts with the issue;
  - state the concrete consequence for the buyer, seller, or closing process.
- Step 6: Separate true risk issues from administrative differences. A mismatch matters more when it affects scope, disclosure accuracy, consent burden, transferability, economics, or closing readiness.
- Step 7: Assign an ordinal severity level to each issue and use it consistently across the memo and discrepancy log.

## 5. Vertical / structural / temporal relationships

- Distinguish the contractual trigger from the deal structure that activates it.
- Distinguish consent requirements that apply before closing from notice obligations that can be satisfied at or after closing.
- Distinguish immediate termination rights from delayed or cure-based remedies.
- Distinguish direct assignment restrictions from indirect change-of-control restrictions.
- Distinguish contract-level transfer language from schedule-level disclosure in the transaction documents.
- Distinguish pre-closing diligence findings from post-closing operating restrictions that remain relevant after acquisition.

## 6. Output structure conventions

- Produce the three deliverables requested: a completed checklist, a risk assessment memo, and a discrepancy log.
- Write the primary contract-review deliverable first; do not treat the memo or log as substitutes for the completed checklist.
- The checklist should be completed contract-by-contract and should preserve the checklist’s order unless the form requires a different sequence.
- The memo should read like an advisory issues memo: organize by contract or contract category, state the issue, identify the governing clause, analyze the acquisition-structure effect, and give a recommendation.
- Use a uniform ordinal severity field in the memo and log, defined once and applied to every entry.
- The discrepancy log should list each mismatch between the summary materials and the actual contracts, with a materiality assessment and brief explanation.
- Every advisory entry should end with a recommended next step that names the responsible role and ties timing to a deal milestone or document deadline.
- Keep the writing concrete and document-driven; do not paraphrase away the operative contract language when it drives the analysis.